Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RF Acquisition Corp II
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G75389109
(CUSIP Number)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see Instructions).
CUSIP No.: G75389109
| 1 |
NAME OF REPORTING PERSON
Wealthspring Capital LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
0
|
|
| 6 |
SHARED VOTING POWER
954,238
|
||
| 7 |
SOLE DISPOSITIVE POWER
0
|
||
| 8 |
SHARED DISPOSITIVE POWER
954,238
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
954,238
|
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
|
||
| 12 |
TYPE OF REPORTING PERSON
IA; PN
|
||
CUSIP No.: G75389109
| 1 |
NAME OF REPORTING PERSON
Matthew Simpson
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
|
||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
0
|
|
| 6 |
SHARED VOTING POWER
954,238
|
||
| 7 |
SOLE DISPOSITIVE POWER
0
|
||
| 8 |
SHARED DISPOSITIVE POWER
954,238
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
954,238
|
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
|
||
| 12 |
TYPE OF REPORTING PERSON
IN; IA; HC
|
||
CUSIP No.: G75389109
| ITEM 1(a). |
NAME OF ISSUER:
RF Acquisition Corp II
|
|
| ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
111 Somerset Road No 05-07 Singapore, 238164 Singapore
|
|
| ITEM 2(a). |
NAME OF PERSON FILING:
This statement is being jointly filed by the following persons (each a Reporting Person and, collectively, the Reporting Persons). The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(i) Wealthspring Capital LLC, a New York limited liability company (Wealthspring); and (ii) Matthew Simpson, who is a United States citizen and a manager of Wealthspring. |
|
| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address for Wealthspring and for Mr. Simpson is 2 Westchester Park Drive, Suite 108, West Harrison, NY 10604.
|
|
| ITEM 2(c). |
CITIZENSHIP:
Wealthspring is a New York Limited Liability Company, and Matthew Simpson is a United States Citizen.
|
|
| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Ordinary Shares, par value $0.0001 per share ("Shares")
|
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| ITEM 2(e). |
CUSIP NUMBER:
G75389109
|
|
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
|
(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
|
(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
|
(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
|
(d)
[ ] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
|
(e)
[X] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
|
(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
|
(g)
[X] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
|
(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
|
(i)
[ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
|
(j)
[ ] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
|
(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
| ITEM 4. | OWNERSHIP | |
| (a) Amount beneficially owned: | ||
| Each of Wealthspring Capital LLC and Mr. Simpson may be deemed to beneficially own 954,238 Shares. | ||
| (b) Percent of class: | ||
| The number of Shares that each of Wealthspring Capital LLC and Mr. Simpson may be deemed to beneficially own constitutes approximately 6.4% of the Shares outstanding. |
||
| (c) Number of shares as to which the person has: | ||
| (i) sole power to vote or to direct the vote: | ||
| 0 | ||
| (ii) shared power to vote or to direct the vote: | ||
| 954,238 |
||
| (iii) sole power to dispose or direct the disposition of: | ||
| 0 | ||
| (iv) shared power to dispose or to direct the disposition of: | ||
| 954,238 |
||
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[ ].
|
|
| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Wealthspring Capital LLC's clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported on this statement. No one other person's interest in the securities reported herein is more than 5%.
|
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| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable
|
|
| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
|
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| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
Not applicable
|
|
| ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
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CUSIP No.: G75389109
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 14 2024 |
Wealthspring Capital LLC
By:
/s/ Matthew Simpson
Name:
Matthew Simpson
Title:
Manager
|
| November 14 2024 |
Matthew Simpson
By:
/s/ Matthew Simpson
Name:
Matthew Simpson
Title:
|
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
CUSIP No.: G75389109
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto, if any) with respect to the ordinary shares of RF Acquisition Corp II, and that this Agreement may be included as an Exhibit to such joint filing.
Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 14, 2024.
Wealthspring Capital LLC
/s/ Matthew Simpson
Name: Matthew Simpson
Title: Manager
/s/ Matthew Simpson
Name: Matthew Simpson
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them a statement on Schedule 13G (including amendments thereto, if any) with respect to the ordinary shares of RF Acquisition Corp II, and that this Agreement may be included as an Exhibit to such joint filing.
Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 14, 2024.
Wealthspring Capital LLC
/s/ Matthew Simpson
Name: Matthew Simpson
Title: Manager
/s/ Matthew Simpson
Name: Matthew Simpson